What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-09 compared with 2023-08-11 · 105 added, 101 removed, 287 unchanged (42% of the section changed)

21 unchanged sentences

we have three primary business segments, (1) Wealth Management, (2) Technology and Software Development, and (3) Margin Brokerage Business

The Company has signed a definitive agreement to acquire a controlling interest in the US Brokerage business pending regulatory approval.

or Trading Revenue.

The Company has signed a definitive agreement to acquire a controlling interest in the US Brokerage business pending

regulatory approval.

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic that continues throughout

22 unchanged sentences

In April 2023, we relocated our personnel to Kazakhstan.

No individual associated with the Company is banned or under

Special Designated Nationals and Blocked Person list.

The relocation may impact our software development capabilities and the Company's

business plans if we cannot relocate our technical and development operations to a safer zone.

No individual associated with the Company is banned or under the Special Designated Nationals and Blocked Person list.

The relocation

may impact our software development capabilities and the Company’s business plans if we cannot relocate our technical and development

operations to a safer zone.

of the date of this report, there has been no disruption in our operations.

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Management Revenue & Gross Margins:

Six Months Ended

June 30, 2023

Six Months Ended

June 30, 2022

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Cost of sales, $

6 unchanged sentences

technology includes but is not limited to Condor Risk Management Back Office (“Condor Risk Management”), Condor Pro Multi-Asset

Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine, Crypto Web Trader Platform, and other fintech-related solutions.

Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine, Crypto Web Trader Platform, and other

fintech-related solutions.

Software Development – The Company develops software for Customers with unique requirements outlined in the Software Development

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& Software Development Revenue & Gross Margins:

June 30, 2023

June 30, 2022

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Cost of sales, $

1 unchanged sentence

Gross Margins, %

the six months ended June 30, 2023, and 2022, the Company had thirteen (13) and six (6) active customers.

the nine months ended September 30, 2023, and 2022, the Company had sixteen (1) and six (6) active customers.

The increase in customers

increased Technology & Software Development Revenue for the three months ending June 30, 2023, compared to the previous period.

Margin Brokerage – Alchemy Markets Ltd.

increased Technology & Software Development Revenue for the three months ending September 30, 2023, compared to the previous period.

Brokerage – Alchemy Markets Ltd.

(formerly known as NSFX Ltd.) Acquisition

2 unchanged sentences

Alchemy Markets Ltd., formerly known as NSFX Ltd., [(Alchemy (Malta)].

Alchemy (Malta) is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA).

Company will assume a business acquisition loan liability of $350,000 to purchase the controlling interest in Alchemy (Malta).

The Company amended

the Agreement to February 28, 2023, to comply with the BVI Companies Act requirement for the change of ownership.

The Company expects

to consolidate the fair value of Alchemy (Malta)’s assets and liabilities on or after February 28, 2023, but no later than June 30, 2023.

The Company closed Alchemy (Malta) transactions as of June 30, 2023.

Alchemy (Malta)

is authorized to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail

and professional clients, and hold and control clients’ money and assets.

Alchemy (Malta) services its customers in the English, French, German, Italian, and Arabic-speaking markets.

customers can trade in currency, commodity, equity, and other derivatives in real time.

Alchemy (Malta) is an online trading brokerage firm regulated

by the Malta Financial Services Authority (MFSA).

The Company will assume a business acquisition loan liability of $350,000 to purchase

the controlling interest in Alchemy (Malta).

The Company amended the Agreement to February 28, 2023, to comply with the BVI Companies

Act requirement for the change of ownership.

The Company expects to consolidate the fair value of Alchemy (Malta)’s assets and

liabilities on or after February 28, 2023, but no later than September 30, 2023.

The Company closed Alchemy (Malta) transactions as of

September 30, 2023.

(Malta) is authorized to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders

for retail and professional clients, and hold and control clients’ money and assets.

Alchemy (Malta) services its customers in

the English, French, German, Italian, and Arabic-speaking markets.

The customers can trade in currency, commodity, equity, and other

derivatives in real-time.

the nine and three months ended September 30, 2023, and 2022, the Company’s trading revenues were $1,955,382 and $0.

Brokerage – CIM Securities, LLC

8 unchanged sentences

a change of ownership in the CMA application.

The Company believes that this would cause further delay in the approval process.

board has mandated the management team to concentrate on expanding and developing our core non-US forex business to maximize

shareholder value.

The Company believes that this would cause further delays in the approval process.

board has mandated the management team to concentrate on expanding and developing our core non-US forex business to maximize shareholder

Financial Summary

2 unchanged sentences

The Company generated $15,654,831 in revenues from January

21, 2016 (inception) to June 30, 2023.

For the six months ending June 30, 2023, and 2022, the Company generated $3,310,836 and $3,066,971

At June 30, 2023, the Company had a cash balance of $127,057 and an accumulated deficit of $3,649,885.

Condition at June 30, 2023

June 30, 2023, the accumulated deficit, cash balance, and working capital surplus were $3,649,885, $127,057, and $2,307,322, respectively.

21, 2016 (inception) to September 30, 2023.

For the nine months ending September 30, 2023, and 2022, the Company generated $6,957,666

and $4,597,097 in revenues.

At September 30, 2023, the Company had a cash balance of $1,231,766 and an accumulated deficit of $2,968,930.

Condition at September 30, 2023

September 30, 2023, the accumulated deficit, cash balance, and working capital surplus were $2,968,930, $1,231,766, and $2,211,389, respectively.

January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $550,000.

8 unchanged sentences

a Delaware limited liability company, for the principal amount of $550,000 with a maturity date of July 27, 2022, and a coupon of 10%.

The parties extended the AJB Note maturity date by another six months till January 23, 2023.

The parties extended the AJB Note maturity date by another nine months till January 23, 2023.

As part of the AJB Note, the Company entered

14 unchanged sentences

OF OPERATIONS

Months Ended June 30, 2023, compared with Three Months Ended June 30, 2022

the three months ended June 30, 2023, and 2022, the Company had thirteen (13) and six (6) active customers.

Revenues generated from the

top three (3) customers represented approximately 74.73% and 84.27% of Technology and Software revenue for the three months ended June

30, 2023, and 2022.

consolidated revenues for the three months ended June 30, 2023, and 2022 were $1,765,149 and $1,525,849, respectively.

During the three

months ended June 30, 2023, and 2022, the Company incurred a net income and net loss of $965,868 and $381,473.

total revenue breakdown for the three months ended June 30, 2023, and 2022 is below:

Months Ended September 30, 2023, compared with Three Months Ended September 30, 2022

the three months ended September 30, 2023, and 2022, the Company had sixteen (16) and seven (7) active customers.

Revenues generated

from the top three (3) customers represented approximately 79.11% and 85.71% of Technology and Software revenue for the three months

ended September 30, 2023, and 2022.

consolidated revenues for the three months ended September 30, 2023, and 2022 were $3,646,830 and $1,530,126, respectively.

three months ended September 30, 2023, and 2022, the Company incurred a net income and net loss of $638,084 and $226,065.

total revenue breakdown for the three months ended September 30, 2023, and 2022 is below:

Three Months Ended

September 30,

Revenue Description

Wealth Management

Trading Revenue

Technology Solutions

Software Development & Consulting

the three months ended June 30, 2023, and 2022, the Company incurred general and administrative costs (“g and a”) of $485,020

the three months ended September 30, 2023, and 2022, the Company incurred general and administrative costs (“g and a”) of

$1,607,809 and $324,918 (excluding amortization expenses), respectively.

The increase in g and a costs for the three months ended June 30, 2023,

is due to the rise in legal and professional fees, financing costs, and ADS’ g and a.

The g and a expenses were 27.48% and 29.88%

of the revenue for the three months ended June 30, 2023, and 2022, respectively.

Amortization expenses were $3,471 and $60,494 for the

three months ended June 30, 2023, and 2022 respectively, included in the Cost of sales.

The amortization expense for the three months

ended June 30, 2023, are due to the cumulative amortization expense of Condor Web Trader and Condor Mobile Trader.

Condor Pro Multi-Asset

Trading Platform (Desktop), Condor Web Trader, and Condor Mobile Trader are fully amortized.

rental expense was $6,594 and $7,181 for the three months ended June 30, 2023, and 2022, respectively.

Company incurred $11,818 and $70,055 in sales, marketing, and advertising costs (“sales and marketing”) for the six months

ended June 30, 2023, and 2022.

The sales and marketing costs mainly included travel costs for tradeshows, customer meetings, online marketing

on industry websites, press releases, and public relations activities.

The increase in g and a costs for the three months ended September

30, 2023, is due to the rise in legal and professional fees, financing costs, ADS’, and Alchemy (Malta)’s g and a.

and a expenses were 44.09% and 21.23% of the revenue for the three months ended September 30, 2023, and 2022, respectively.

expenses were $0 and $19,032 for the three months ended September 30, 2023, and 2022, respectively, included in the Cost of sales.

rental expense was $11,039 and $5,721 for the three months ended September 30, 2023, and 2022, respectively.

Company incurred $10,987 and $69,692 in sales, marketing, and advertising costs (“sales and marketing”) for the nine months

ended September 30, 2023, and 2022.

The sales and marketing costs mainly included travel costs for tradeshows, customer meetings, online

marketing on industry websites, press releases, and public relations activities.

The sales, marketing, and advertising expenses represented

and 4.59% of the sales for the fiscal year ending June 30, 2023, and 2022, respectively.

Months Ended June 30, 2023, compared with Six Months Ended June 30, 2022

the six months ended June 30, 2023, and 2022, the Company had thirteen (13) and six (6) active customers.

Revenues generated from the

top three (3) customers represented approximately 68.59% and 86.41% of Technology and Software revenue for the three months ended June

30, 2023, and 2022.

consolidated revenues for the six months ended June 30, 2023, and 2022 were $3,310,836 and $3,066,971, respectively.

During the six months

ended June 30, 2023, and 2022, the Company incurred a net income and net loss of $685,168 and $785,417.

total revenue breakdown for the three months ended June 30, 2023, and 2022 is below:

0.30% and 4.55% of the sales for the fiscal year ending September 30, 2023, and 2022, respectively.

Months Ended September 30, 2023, compared with Nine Months Ended September 30, 2022

the nine months ended September 30, 2023, and 2022, the Company had sixteen (16) and seven (7) active customers.

Revenues generated from

the top three (3) customers represented approximately 58.98% and 86.16% of Technology and Software revenue for the three months ended

September 30, 2023, and 2022.

consolidated revenues for the nine months ended September 30, 2023, and 2022 were $6,957,666 and $4,597,097, respectively.

nine months ended September 30, 2023, and 2022, the Company incurred a net income and net loss of $1,366,777 and $974,984.

total revenue breakdown for the three months ended September 30, 2023, and 2022 is below:

Three Months Ended

September 30,

Revenue Description

Wealth Management

Trading revenue

Technology Solutions

Software Development & Consulting

the three months ended June 30, 2023, and 2022, the Company incurred general and administrative costs (“g and a”) of $979,709

the three months ended September 30, 2023, and 2022, the Company incurred general and administrative costs (“g and a”) of

$2,587,518 and $1,169,972 (excluding amortization expenses), respectively.

The increase in g and a costs for the three months ended June 30, 2023,

is due to the rise in legal and professional fees, financing costs, and ADS’ g and a.

The g and a expenses were 29.59% and 27.55%

of the revenue for the three months ended June 30, 2023, and 2022, respectively.

Amortization expense was $22,503 and $120,988 for the

three months ended June 30, 2023, and 2022 respectively, included in the Cost of sales.

The amortization expense for the three months

ended June 30, 2023, are due to the cumulative amortization expense of Condor Web Trader and Condor Mobile Trader.

Condor Pro Multi-Asset

Trading Platform (Desktop), Condor Web Trader, and Condor Mobile Trader are fully amortized.

rental expense was $12,790 and $14,602 for the three months ended June 30, 2023, and 2022, respectively.

Company incurred $41,823 and $239,448 in sales, marketing, and advertising costs (“sales and marketing”) for the six months

ended June 30, 2023, and 2022.

The sales and marketing costs mainly included travel costs for tradeshows, customer meetings, online marketing

on industry websites, press releases, and public relations activities.

The increase in g and a costs for the three months ended September

30, 2023, is due to the rise in legal and professional fees, financing costs, ADS’, and Alchemy (Malta)’s g and a.

and a expenses were 37.19% and 24.45% of the revenue for the three months ended September 30, 2023, and 2022, respectively.

expense was $22,503 and $140,019 for the three months ended September 30, 2023, and 2022, respectively, included in the Cost of sales.

rental expense was $23,828 and $20,323 for the three months ended September 30, 2023, and 2022, respectively.

Company incurred $52,810 and $309,140 in sales, marketing, and advertising costs (“sales and marketing”) for the nine months

ended September 30, 2023, and 2022.

The sales and marketing costs mainly included travel costs for tradeshows, customer meetings, online

marketing on industry websites, press releases, and public relations activities.

The sales, marketing, and advertising expenses represented

and 7.81% of the sales for the fiscal year ending June 30, 2023, and 2022, respectively.

0.76% and 6.72% of the sales for the fiscal year ending September 30, 2023, and 2022, respectively.

AND CAPITAL RESOURCES

June 30, 2023, and December 31, 2022, we had a cash balance of $127,057 and $264,829, respectively.

September 30, 2023, and December 31, 2022, we had a cash balance of $1,231,766 and $264,829, respectively.

the next twelve (12) months, the Company will continue investing in sales, marketing, product development, new technology solutions,

56 unchanged sentences

a Delaware limited liability company, for the principal amount of $550,000 with a maturity date of July 27, 2022, and a coupon of 10%.

The parties extended the AJB Note maturity date by another six months till January 23, 2023.

The parties extended the AJB Note maturity date by another nine months till January 23, 2023.

As part of the AJB Note, the Company entered

17 unchanged sentences

CONCERN CONSIDERATION

have yet to generate significant recurring revenues and operating income from inception to June 30, 2023, to cover our operating costs.

As of June 30, 2023, and December 31, 2022, the Company accumulated deficits of $3,649,885 and $4,335,053, respectively.

Our independent

auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal year ended December 31,

2022, and 2021, and the period from January 21, 2016 (inception) to December 31, 2016, regarding concerns about our ability to continue

as a going concern.

Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure

by our independent auditors.

Our financial statements do not include any adjustments related to the recoverability or classification

of asset-carrying amounts or the amounts and classifications of liabilities that may result in the company being unable to continue as

a going concern.

current revenues cover our operating costs;

historically, we have yet to generate significant recurring revenues and operating income

from inception to September 30, 2023.

As of September 30, 2023, and December 31, 2022, the Company accumulated deficits of $2,968,930

and $4,335,053, respectively.

Our independent auditors included an explanatory paragraph in their report on the audited financial statements

for the fiscal year ended December 31, 2022, and 2021, and the period from January 21, 2016 (inception) to December 31, 2016, regarding

concerns about our ability to continue as a going concern.

Our financial statements contain additional note disclosures describing the

circumstances that led to this disclosure by our independent auditors.

Our financial statements do not include any adjustments related

to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result in

the company being unable to continue as a going concern.

Accounting Policies and Significant Judgments and Estimates

35 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis